IMPORTANT NOTICE
This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any
other forms of damages arising from the translation.
Securities Code: 1812
June 3, 2015
To Stockholders with Voting Rights
Mitsuyoshi Nakamura
President, Representative Director
Kajima Corporation
3-1, Motoakasaka 1-chome, Minato-ku,
Tokyo, Japan
NOTICE OF THE 118th ORDINARY STOCKHOLDERS’ MEETING
You are cordially invited to attend the 118th Ordinary Stockholders’ Meeting of the Company. The meeting will
be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by paper ballot, or via the Internet.
Please review the Reference Documents for the Stockholders’ Meeting to complete the exercise of your voting
rights in accordance with the guidance hereinafter no later than 5:15 p.m., Japan Standard Time on Wednesday,
June 24, 2015.
1. Date and Time:
Thursday, June 25, 2015 at 10:00 a.m., Japan Standard Time
2. Place:
East 21 Hall
1st floor, Hotel East 21 Tokyo
3-3, Toyo 6-chome, Koto-ku, Tokyo, Japan
3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report, the Consolidated Financial Statements, and the audit
results of the Consolidated Financial Statements by the Independent Auditor and
the Audit & Supervisory Board for the 118th Fiscal Year (from April 1, 2014 to
March 31, 2015)
2. The Non-consolidated Financial Statements for the 118th Fiscal Year (from
April 1, 2014 to March 31, 2015)
Proposals to be resolved:
Proposal No. 1: Appropriation of Retained Earnings
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of seven Directors
Proposal No. 4: Election of two Audit & Supervisory Board Members
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4. Guide for exercise of voting rights:
(1) Exercise of voting rights by paper ballot
Please indicate your votes for or against each of the proposals on the enclosed Voting Rights Exercise
Form and return the form so that it reaches us no later than 5:15 p.m., Japan Standard Time on
Wednesday, June 24, 2015.
(2) Exercise of voting rights via the Internet
If you wish to exercise your voting rights via the Internet, please review the “Guidance for Exercise of
Voting Rights via the Internet” on pp.11-12, and complete the exercise no later than 5:15 p.m., Japan
Standard Time on Wednesday, June 24, 2015.
(3) If you exercise your voting rights both by paper ballot and through the Internet, the exercise through the
Internet shall be deemed to be effective. If you exercise your voting rights more than once through the
Internet, the last vote shall be deemed to be effective.
Notes: 1.
If you plan to attend the meeting, please hand in the enclosed Voting Rights Exercise Form at the
reception desk when you arrive at the venue.
If you plan to exercise your voting rights by proxy at the meeting, it is required to submit a written
power of attorney and your Voting Rights Exercise Form as well as the proxy’s Voting Rights Exercise
Form at the reception desk of the meeting. (Pursuant to the Articles of Incorporation of the Company,
only one other stockholder with voting right can be appointed as a proxy.)
2. As for the documents which should be provided related to this Notice of Stockholder’s Meeting, the
Notes for the Consolidated Financial Statements and the Notes for the Non-consolidated Financial
Statements can be viewed on the Company’s website (http://www.kajima.co.jp/), pursuant to the laws
and regulations and the Articles of Incorporation of the Company, and are not included in the
Attached Documents of this Notice. The Consolidated and Non-consolidated Financial Statements
audited by the Independent Auditors and the Audit & Supervisory Board Members are those included
in the Attached Documents of this Notice as well as the Notes for the Consolidated and
Non-consolidated Financial Statements posted on the Company’s website above.
3. Subsequent amendments to the Attached Documents and the Reference Documents for the
Stockholders’ Meeting (if any) will be listed on the Company’s website (http://www.kajima.co.jp/).
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Reference Documents for the Stockholders’ Meeting
Proposals and References
Proposal No. 1: Appropriation of Retained Earnings
Our basic policy for profit allocation is to provide stable dividends to stockholders in accordance with business
performance while securing internal reserves to maintain a sound management foundation.
After taking into account factors such as business performance and the future business environment, the
Company plans to pay a Year-end Dividend for the fiscal year and to appropriate retained earnings in the
following manner.
1. Year-end Dividend
(1) Form of Distribution
Cash
(2) Allocation of Distribution per-share and Total Amounts
¥2.50 per common share of the Company
¥2,599,814,213 in total
As such, the dividend for the fiscal year under review will be ¥5 per share, including a ¥2.50 interim
dividend.
(3) Effective Date of Dividend Payment
June 26, 2015
2. Other Appropriation of Retained Earnings
(1) Item and the Amount of Retained Earnings to be increased
General reserve: ¥7.0 billion
(2) Item and the Amount of Retained Earnings to be decreased
Retained earnings carried forward: ¥7.0 billion
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Proposal No. 2:
Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
Accompanying the “Act for Partial Revision of the Companies Act” (Act No. 90, 2014, hereafter the
“Companies Act”) announced on June 27, 2014, which took effect on May 1, 2015, the Company proposes to
amend its Articles of Incorporation as follows:
(1) Pursuant to the Article 427, Paragraph 1 of the Companies Act, the Company proposes to newly establish
the provision of Article 26 “Limited Liability Agreement with Directors” in the current Articles of
Incorporation to enable Outside Directors to sufficiently fulfill the roles expected of them and also to
enable engagement of appropriate personnel with immense knowledge and experience to the Board. Each
of the Audit & Supervisory Board Members has consented to the new establishment of this provision.
(2) Pursuant to the Article 427, Paragraph 1 of the Companies Act, the Company proposes to make the
necessary amendments to the current Article 32 of the Articles of Incorporation, “Limited Liability
Agreement with Outside Audit & Supervisory Board Members” in order to extend the range of Audit &
Supervisory Board Members who can enter into the limited liability agreement.
(3) Due to the addition of the new Article, the following Article numbers will be changed.
2. Contents of amendments
Proposed amendments are as follows:
(Underlined parts are amended.)
Proposed Amendments
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS
Article 19. to Article 25. (Unchanged)
Article 26. (Limited Liability Agreement with
Directors)
Pursuant to provisions of Article 427, Paragraph 1
of the Companies Act, the Company may enter
into an agreement with Directors (excluding
Executive Directors, etc.) to limit their liability for
damages under Article 423, Paragraph 1 of the
Companies Act to the extent of the amount
specified in laws and regulations, when they act in
good faith and is not grossly negligent.
Current Articles of Incorporation
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS
Article 19. to Article 25. (Text omitted)
(New)
CHAPTER V
AUDIT & SUPERVISORY BOARD MEMBERS
AND AUDIT & SUPERVISORY BOARD
Article 26. to Article 31. (Text omitted)
Article 32. (Limited Liability Agreement with
Outside Audit & Supervisory Board
Members)
The Company may enter into an agreement with
Outside Audit & Supervisory Board Members to
limit their liability for damages under Article 423,
Paragraph 1 of the Companies Act to the extent of
the amount specified in laws and regulations, when
they act in good faith and is not grossly negligent.
CHAPTER V
AUDIT & SUPERVISORY BOARD MEMBERS
AND AUDIT & SUPERVISORY BOARD
Article 27. to Article 32. (Unchanged)
Article 33. (Limited Liability Agreement with Audit
& Supervisory Board Members)
Pursuant to provisions of Article 427, Paragraph 1
of the Companies Act, the Company may enter
into an agreement with Audit & Supervisory Board
Members to limit their liability for damages under
Article 423, Paragraph 1 of the Companies Act to
the extent of the amount specified in laws and
regulations, when they act in good faith and is not
grossly negligent.
Article 34. to Article 39. (Unchanged)
Article 33. to Article 38. (Text omitted)
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Proposal No. 3:
Election of seven Directors
Directors, Messrs. Naoki Atsumi and Tamiharu Tashiro will complete their term of office and Director, Mr.
Hiroshi Kaneko will resign at the closing of this Stockholders’ Meeting. Consequently, the Company proposes the
election of seven Directors, including three Outside Directors, in order to further strengthen corporate governance.
The candidates are as follows:
Candidate
No.
Name
(Date of birth)
Career summary, positions, assignments and status of other
important concurrent positions
July 1986
June 1995
June 1997
June 2000
June 2002
June 2003
1
Naoki Atsumi
(November 29, 1949)
June 2005
June 2006
April 2007
Joined the Company
Director
Responsible for Sales and Marketing
Managing Director
Responsible for Sales and Marketing, Sales
and Marketing Division, Construction
Group
Senior Managing Director
Responsible for Planning of Sales and
Marketing, Sales and Marketing Division,
Construction Group
Representative Director, Executive Vice
President
Responsible for Executive Office, Corporate
Planning, Human Resources and Audit
Representative Director, Executive Vice
President
Responsible for Executive Office, Human
Resources and Audit
Representative Director, Executive Vice
President
General Manager, Corporate Planning
Division
Responsible for CSR
Overseeing Executive Office, Audit
Department, New Business Department,
Affiliated Business Department and IT
Solutions Department
Representative Director, Executive Vice
President
General Manager, Corporate Planning
Division
Overseeing Executive Office, Office of CSR
and IT Solutions Department
Representative Director, Executive Vice
President
(to the present)
5
Number of
shares of the
Company held
1,960,948
shares
Candidate
No.
Name
(Date of birth)
Career summary, positions, assignments and status of other
important concurrent positions
April 1971
June 2005
April 2007
April 2008
2
Tamiharu Tashiro
(August 21, 1948)
June 2009
April 2010
June 2010
April 2011
April 1974
June 2005
April 2008
April 2009
3
*Yoshikazu Oshimi
(February 21, 1949)
April 2010
April 2013
April 2015
Joined the Company
Executive Officer
General Manager, Tokyo Civil Engineering
Branch, Tokyo Metropolitan Business
Division
Managing Executive Officer
General Manager, Civil Engineering
Management Division
Overseeing Machinery and Electrical
Engineering Department
Senior Executive Officer
General Manager, Civil Engineering
Management Division
Overseeing Machinery and Electrical
Engineering Department
Director, Senior Executive Officer
General Manager, Civil Engineering
Management Division
Overseeing Machinery and Electrical
Engineering Department
Director, Executive Vice President
General Manager, Civil Engineering
Management Division
Overseeing Machinery and Electrical
Engineering Department
Representative Director, Executive Vice
President
General Manager, Civil Engineering
Management Division
Overseeing Machinery and Electrical
Engineering Department
Representative Director, Executive Vice
President
(to the present)
Joined the Company
Executive Officer
General Manager, Yokohama Branch
Managing Executive Officer
General Manager, Yokohama Branch
Managing Executive Officer
General Manager, Building Construction
Management Division
Senior Executive Officer
General Manager, Building Construction
Management Division
Senior Executive Officer
General Manager, Kansai Branch
Executive Vice President
(to the present)
6
Number of
shares of the
Company held
22,591
shares
12,362
shares
Candidate
No.
4
5
Name
(Date of birth)
Career summary, positions, assignments and status of other
important concurrent positions
April 1973
Joined the Company
September 1999 General Manager, Construction Department,
Building Construction Technology Division,
Construction Group
June 2004
Managing Director, Kajima Overseas Asia
Pte Ltd
April 2008
Executive Officer
Managing Director, Kajima Overseas Asia
Pte Ltd
*Hiroyoshi Koizumi
April 2010
Managing Executive Officer
(June 5, 1949)
Managing Director, Kajima Overseas Asia
Pte Ltd
April 2013
Senior Executive Officer
General Manager, Building Construction
Management Division
April 2015
Executive Vice President
General Manager, Building Construction
Management Division
(to the present)
April 1962
Joined Mitsubishi Corporation
June 1992
Director, Mitsubishi Corporation
June 1995
Managing Director, Mitsubishi Corporation
April 1999
Director, Senior Executive Vice President,
Mitsubishi Corporation
June 2004
Vice Chairman of the Board, Mitsubishi
*Koji Furukawa
Motors Corporation
(April 26, 1938)
October 2007
Chairman and CEO, Representative
Director, Japan Post Bank Co., Ltd.
[Candidate for Outside December 2009 Chairman and CEO, Representative
Director, Japan Post Network Co., Ltd.
Director]
October 2012
Chairman and CEO, Representative
Director, Japan Post Co., Ltd.
June 2013
Advisor, Japan Post Co., Ltd. and Advisor,
Mitsubishi Corporation
June 2014
Advisor, Mitsubishi Corporation
(to the present)
7
Number of
shares of the
Company held
4,000
shares
0
shares
Candidate
No.
Name
(Date of birth)
Career summary, positions, assignments and status of other
important concurrent positions
April 1963
June 1989
June 1994
June 1997
June 1999
June 2001
June 2003
*Masahiro Sakane
(January 7, 1941)
6
June 2007
June 2010
[Candidate for Outside
Director]
April 2013
June 2013
*Kiyomi Saito
(Name in family
register:
Kiyomi Takei)
(December 1, 1950)
7
Notes: 1.
2.
3.
4.
5.
6.
Joined Komatsu Ltd.
Director, Komatsu Ltd.
Managing Director, Komatsu Ltd.
Executive Managing Director, Komatsu Ltd.
Executive Vice President and Representative
Director, Komatsu Ltd.
President and Representative Director,
Komatsu Ltd.
President and CEO, Representative Director,
Komatsu Ltd.
Chairman of the Board and Representative
Director, Komatsu Ltd.
Chairman of the Board and Director,
Komatsu Ltd.
Director and Councilor, Komatsu Ltd.
Councilor, Komatsu Ltd.
(to the present)
(Important concurrent positions)
Outside Director, Tokyo Electron Limited
Outside Director, Nomura Holdings, Inc.
Outside Director, Nomura Securities Co., Ltd.
Outside Director, Asahi Glass Company, Limited
Outside Director, Takeda Pharmaceutical Company Limited
April 1973
Joined Nikkei Inc.
September 1975 Joined Sony Corporation
August 1984
Joined Morgan Stanley
January 1990
Executive Director, Morgan Stanley
April 2000
President, JBond Co., Ltd. (currently JBond
Totan Securities Co., Ltd.)
(to the present)
Number of
shares of the
Company held
0
shares
0
shares
[Candidate for Outside (Important concurrent positions)
Outside Auditor, Showa Denko K. K.
Director]
Outside Director, Toshiba Corporation
Outside Director, Japan Post Insurance Co., Ltd.
* denotes newly appointed candidate for the position of Director.
No conflict of interest exists between the Company and the above candidates for Directors.
Messrs. Koji Furukawa and Masahiro Sakane and Ms. Kiyomi Saito are candidates for Outside
Directors. Messrs. Furukawa and Sakane and Ms. Saito are candidates for Independent Directors based
on the rules of the Tokyo Stock Exchange and the Nagoya Stock Exchange.
The Company proposes the election of Messrs. Koji Furukawa and Masahiro Sakane and Ms. Kiyomi
Saito as we believe that they are qualified as Outside Directors of the Company with their extended
knowledge from long years of experience in managing companies which operate globally, and their deep
insights based on such experiences.
Japan Post Network Co., Ltd. (currently Japan Post Co., Ltd.), where Mr. Koji Furukawa served as
Chairman and Representative Director from December 2009 to September 2012, had a violation of the
Investment Act, in which a post office employee at Sapporo Minami Post Office of the said company
committed illegal solicitation from January to May 2012 (at that time, Mr. Furukawa was
Representative Director of Japan Post Network Co., Ltd.).
Nomura Securities Co., Ltd., where Mr. Masahiro Sakane served as Outside Director since June 2008,
received an order to improve business operation from Financial Services Agency in August 2012 based
on the Financial Instruments and Exchange Act due to the deficiency of the management system for
sensitive corporate information with regards to public stock offering. Mr. Sakane has been making
comments from the perspective of legal compliance at the board meetings and others of the said
company, and after discovery of the incident, he has been making suggestions on initiatives to prevent
8
recurrence.
7. Toshiba Corporation, where Ms. Kiyomi Saito serves as an Outside Director since June 2012, has
identified that with respect to certain projects recorded by the percentage-of-completion method related
to infrastructure, total cost of construction was underestimated and loss on construction projects has not
been appropriately reported. As such, a review by a third party committee is being conducted due to
there being a possibility of needs for revision of past financial results as well as needs for further
investigations of matters other than projects recorded by the percentage-of-completion method. Ms.
Saito has been making comments from the perspective of thorough reinforcement of compliance at
meetings of the company’s Board of Directors and Audit Committee, etc., and has been making
suggestions on initiatives to identify the causes of this issue.
8. When the election of the candidates for Outside Directors, Messrs. Koji Furukawa and Masahiro Sakane
and Ms. Kiyomi Saito is approved, under the condition that “Proposal No. 2, Partial Amendments to the
Articles of Incorporation” is approved as proposed, the Company plans to conclude an agreement with
Messrs. Furukawa and Sakane and Ms. Saito to limit the liability for damages under Article 423,
Paragraph 1 of the Companies Act, based on Article 427, Paragraph 1 of the Act, to the extent of the
amount specified in Article 425, Paragraph 1 of the Act when they act in good faith and is not grossly
negligent in conducting their duties.
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Proposal No. 4: Election of two Audit & Supervisory Board Members
Audit & Supervisory Board Member, Mr. Tsuneo Fujii will complete his term of office at the closing of this
Stockholders’ Meeting and Audit & Supervisory Board Member, Mr. Kimio Kodama retired due to passing away
on February 6, 2015. Consequently, the Company proposes the election of two Audit & Supervisory Board
Members.
The candidates are as follows.
The Audit & Supervisory Board has consented to this Proposal No. 4.
Candidate
No.
Name
(Date of birth)
Career summary, positions and status of other important
concurrent positions
April 1974
June 2002
1
2
Notes: 1.
2.
3.
4.
5.
Number of
shares of the
Company held
Joined the Company
General Manager, Accounting Department,
Yokohama Branch
April
2007
General Manager, Audit Department
*Yuichiro Tajima
9,052
April 2009
Executive Officer
shares
(April 13, 1951)
General Manager, Audit Department
April 2014
Managing Executive Officer
General Manager, Audit Department
(to the present)
April 1969
Appointed as Public Prosecutor, Tokyo
District Public Prosecutors’ Office
June 2002
Director-General, Public Security
Intelligence Agency
January 2004
Superintending Prosecutor, Sendai High
Public Prosecutors’ Office
*Yukio Machida
December 2004 Deputy Prosecutor-General, Supreme Public
(July 3, 1942)
Prosecutors’ Office
0
July 2005
Retired from Public Prosecutors’ Office
shares
September
2005
Registered
as
Lawyer
[Candidate for Outside
(to the present)
Audit & Supervisory
Board Member]
(Important concurrent positions)
Outside Audit & Supervisory Board Member, Asahi Mutual
Life Insurance Co.
Outside Audit & Supervisory Board Member, Sojitz
Corporation
Outside Director, Mizuho Bank, Ltd.
* denotes newly appointed candidate for the position of Audit & Supervisory Board Member.
No conflict of interest exists between the Company and the above candidates for Audit & Supervisory
Board Members.
Mr. Yukio Machida is a candidate for Outside Audit & Supervisory Board Member. Mr. Machida is a
candidate for Independent Auditor based on the rules of the Tokyo Stock Exchange and the Nagoya
Stock Exchange.
The Company proposes the election of Mr. Yukio Machida as Outside Audit & Supervisory Board
Member as we believe that he will properly fulfill the role as Outside Audit & Supervisory Board
Member with his professional knowledge as a public prosecutor and a lawyer, as well as extensive
experience and deep insight in the legal profession.
Although he has not involved in management of a company other than by being Outside Director or
Outside Audit & Supervisory Board Member, we believe that he can properly perform the duties of
Outside Audit & Supervisory Board Member for the above reasons.
In order for Outside Audit & Supervisory Board Members to fully perform their duties, the Company
stipulates in its Articles of Incorporation that it may conclude an agreement with each Audit &
Supervisory Board Member to limit the liability for damages under Article 423, Paragraph 1 of the
Companies Act to the extent of the amount specified in Article 425, Paragraph 1 of the Act when they
act in good faith and is not grossly negligent in conducting their duties (limited liability agreement). The
Company has currently entered into the limited liability agreement with all of the Outside Audit &
Supervisory Board Members. The Company will enter into a similar limited liability agreement with Mr.
Yukio Machida when his election is approved.
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Guidance for Exercise of Voting Rights via the Internet
If you wish to exercise your voting rights for this Stockholders’ Meeting via the Internet, please be aware of the
following matters prior to the exercise:
1. Website for exercise of voting rights
You can exercise your voting rights via the Internet only through the Company’s designated website below.
There is no site available designated for mobile phones.
Address of website for exercise of voting rights
http://www.web54.net
2. Handling of exercise of voting rights
(1) If you wish to exercise your voting rights via the Internet, please follow the instructions on the screen and
enter your votes for or against each of the proposals using “voting rights exercise code” and “password”
printed on the enclosed Voting Rights Exercise Form.
(2) You will be able to exercise your voting rights until 5:15 p.m., Japan Standard Time on Wednesday, June 24,
2015. Your exercise at the earliest opportunity is advised.
(3) If you exercise your voting rights both by paper ballot and through the Internet, the exercise through the
Internet shall be deemed to be effective. If you exercise your voting rights more than once through the
Internet, the last vote shall be deemed to be effective.
(4) Fees for internet providers and carriers (connection charges, etc.) associated with using the website for
exercise of voting rights would be at your own expense.
3. Handling of password and voting rights exercise code
(1) The password is important information used to verify whether the person voting is a legitimate stockholder.
Please handle it as carefully as you do your seals and PINs.
(2) The password will be disabled when inputted incorrectly for a certain number of times. If you wish to have
a new password issued, please follow the instructions on the screen.
(3) The voting rights exercise code printed on the Voting Rights Exercise Form shall be valid only for this
Stockholders’ Meeting.
4. System requirements
Before exercising your voting rights via the Internet, please make sure that your system meets the following
requirements:
(1) Screen resolution is 800 x 600 (SVGA) or higher.
(2) The following applications have been installed:
1) Web browser: Microsoft® Internet Explorer Ver.5.01 SP2 or newer
2) PDF file browser: Adobe® Acrobat® Reader® Ver.4.0 or newer; or Adobe® Reader® Ver.6.0 or newer
* Internet Explorer is either a registered trademark, trademark or a product name of Microsoft
Corporation in the United States and/or other countries. Adobe® Acrobat® Reader® and Adobe® Reader®
are either registered trademarks, trademarks or product names of Adobe Systems Incorporated in the
United States and/or other countries.
* These software products are distributed for free at the websites of respective companies.
(3) Make sure to disable (or turn off temporarily) “pop-up blocker” of your web browser or add-in tools, etc.
and enable “cookies” of the website in your privacy settings.
(4) In case you cannot access the above website, please check the settings of firewall, proxy server or security
software that may be causing a restriction in the Internet access.
5. Contact information regarding the operation of your personal computer, etc.
(1) If you have any questions regarding the operation of your personal computer, etc. to exercise your voting
rights on the website, please contact the following for assistance:
Hotline of Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank
0120-652-031 (Operating hours: 9:00 a.m. to 9:00 p.m., Japan Standard Time)
(2) For any other inquiries, please contact the following for assistance:
1) Stockholder with an account with securities companies:
Please contact the securities company which you hold an account at.
2) Stockholder without an account with securities companies (stockholder with a special account):
Stock Transfer Agency Business Center, Sumitomo Mitsui Trust Bank
0120-782-031 (Operating hours: 9:00 a.m. to 5:00 p.m., Japan Standard Time, except for weekends and
holidays)
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* For institutional investors
In addition to the method to exercise your voting rights via the Internet as described above, the “Online
Proxy Voting Platform” operated by ICJ Incorporated will be available by applying in advance.
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